Presentment Date and Time: June 13, 2011 at 10:00 a.m.

(ET) Objection Deadline: June 10, 2011at 12:00 noon (ET)

COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Cathy Hershcopf Jeffrey L. Cohen Alex R. Velinsky Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor.
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x : : : : : : : x

Chapter 11

Case No. 11-22866 (RDD)

NOTICE OF PRESENTMENT OF SUPPLEMENTAL APPLICATION OF THE DEBTOR FOR AN ORDER EXPANDING THE SCOPE OF THE EMPLOYMENT AND RETENTION OF OMNI MANAGEMENT GROUP LLC TO INCLUDE SERVICES WITH RESPECT TO PREPARATION OF THE DEBTORS SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS PLEASE TAKE NOTICE that upon the Debtors Supplemental Application for an Order Expanding the Scope of the Employment and Retention of Omni Management Group LLC to Include Services with Respect to Preparation of the Debtors Schedules of Assets and Liabilities and Statement of Financial Affairs (the Supplemental Application) the undersigned counsel for Mertropark USA, Inc., debtor and debtor in possession in the above-captioned chapter 11 case (the Debtor) intends to present to the Honorable Robert D. Drain, United States Bankruptcy Judge, for signature on June 13, 2011 at 10:00 a.m. (ET), the attached proposed Order Expanding the Scope of the Employment and retention of Omni Management Group LLC to

The Debtors tax identification number is 81-0636659.

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Include Services With Respect to Preparation of the Debtors Schedules of Assets and Liabilities and Statement of Financial Affairs (the Order). PLEASE TAKE FURTHER NOTICE that any responses or objections to the relief requested in the Supplemental Application must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court, and shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court) and, by all other parties in interest, on a 3.5 inch disk, in text-searchable Portable Document Format (PDF), Wordperfect or any other Windows-based word processing format (in either case, with a hard-copy delivered directly to Chambers), and shall be served upon: (a) the undersigned counsel to the Debtor; (b) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York, 10004, Attn: Susan Golden, Esq.; (c) counsel to the Official Committee of Unsecured Creditors, Blakeley & Blakeley LLP, 2 Park Plaza, Suite 400, Irvine, CA 92614, Attn: Ronald A. Clifford, Esq.; (d) counsel to Wells Fargo Bank, N.A., the Prepetition Senior Secured Lender: Riemer & Braunstein, LLP, Three Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman, Esq.); (e) counsel to the Second Lien Agent, Solomon Ward Seidenwurm & Smith, LLP, 401 B Street, Ste. 1200, San Diego, CA 32101 (Attn: Michael D. Breslauer, Esq.); and (f) all those persons and entities that have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002 and the Local Bankruptcy Rules, so as to be actually received by no later than 12:00 noon (ET) on June 10, 2011. PLEASE TAKE FURTHER NOTICE that unless a written objection to the Supplemental Application with proof of service is filed with the Court by 12:00 noon (ET) on June 10, 2011, there will not be a hearing and the Order may be signed.

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PLEASE TAKE FURTHER NOTICE that if a written objection is timely filed, the Court will hear the Supplemental Application, along with any written objection timely served, on a date to be determined at the United States Bankruptcy Court for the Southern District of New York, before the Honorable Robert D. Drain, United States Bankruptcy Judge, 300 Quarropas Street, White Plains, New York, 10601. The moving and objecting parties are required to attend the hearing, and failure to attend in person or by counsel may result in relief being granted or denied upon default. New York, New York Dated: June 6, 2011 Respectfully submitted, By: /s/ Cathy Hershcopf Cathy Hershcopf COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Cathy Hershcopf (CH 5875) Jeffrey L. Cohen (JC 2556) Alex R. Velinsky (AV 1012) Attorneys for Debtor and Debtor in Possession

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Presentment Date and Time: June 13, 2011 at 10:00 a.m. (ET) Objection Deadline: June 10, 2011at 12:00 noon (ET)

COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Cathy Hershcopf Jeffrey L. Cohen Alex R. Velinsky Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor. 1 ---------------------------------------------------------------x : : : : : : : x

Chapter 11

Case No. 11-22866 (RDD)

SUPPLEMENTAL APPLICATION OF THE DEBTOR FOR AN ORDER EXPANDING THE SCOPE OF EMPLOYMENT AND RETENTION OF OMNI MANAGEMENT GROUP LLC TO INCLUDE SERVICES WITH RESPECT TO PREPARATION OF THE DEBTORS SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS The above-captioned debtor and debtor in possession (the Debtor) seeks entry of an order, substantially in the form attached hereto as Exhibit A, authorizing the Debtor to expand the scope of employment and retention of Omni Management Group LLC (Omni) to provide services with respect to the preparation of the Debtors schedules of assets and liabilities and statement of financial affairs in addition to certain other services as set forth in the engagement agreement (the Engagement Letter) dated as of April 28, 2011, a copy of which is attached to the proposed order as Exhibit 1. In support of this supplemental application, the Debtor submits the supplemental declaration of Brian K. Osborne, a member of Omni (the Osborne

The Debtors tax identification number is 81-0636659.

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Supplemental Declaration), a copy of which is attached hereto as Exhibit B. In further support of this supplemental application, the Debtor respectfully states as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue in this Court is proper pursuant to 28 U.S.C. 1408 and 1409. The bases for the relief requested herein are sections 327(a) and 328(a) of title

11 of the United States Code (the Bankruptcy Code), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Basis for Relief A. The Original Application 4. On May 2, 2011 (the Petition Date), the Debtor filed its Application for an Order

Authorizing the Retention and Appointment of Omni Management Group as Claims and Noticing Agent for the Clerk of the Bankruptcy Court Nunc Pro Tunc to the Petition Date (Doc. No. 11) (the Original Application), as well as the Declaration of Brian K. Osborne in support of the Original Application (the Original Declaration). On May 9, 2011, this Court entered an order approving the Original Application (Doc. No. 61) (the Original Retention Order). The Original Retention Order approved the retention of Omni to provide the Debtor with claims and noticing services pursuant the 28 U.S.C. 156(c) during this chapter 11 case as further detailed in the Original Application. 5. Subsequent to entry of the Original Retention Order, the Debtor has requested,

and Omni has agreed, subject to Court approval, to provide additional services to the Debtor with respect to preparing the Debtors schedules of assets and liabilities and statement of financial affairs as set forth in the Engagement Letter and described herein (Additional Services).

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B.

Services to Be Provided 6. Subject to further order of the Court and consistent with the Engagement Letter,

a copy of which is attached Exhibit A hereto and is incorporated herein by reference, Omni has agreed to additionally provide the following services to the Debtor: (a) Assist the Debtor in filing its Schedules of Assets and Liabilities, Schedules of Executory Contracts and Unexpired Leases, and Statements of Financial Affairs; and Create and maintain a public access website setting forth pertinent case information.

(b) 7.

The Debtor believes that the Additional Services of Omni will not be duplicative of

the services that may be provided by Omni pursuant to the Original Application or by other service providers retained by the Debtor. C. Professional Compensation 9. As compensation for its services, Omni will charge the rates set forth in the

pricing schedule attached to the Engagement Letter. These rates are comparable to those charged by other providers of similar services and they are at least as favorable as the rates Omni charges to other chapter 11 debtors for similar services. 10. As provided in the Original Retention Order, the Debtor requests that the fees

and expenses of Omni incurred in performing the services described above be treated as an administrative expense of the Debtors chapter 11 estate and be paid by the Debtor in the ordinary course of business. Omni has already been approved to provide certain services and to be compensated by the Debtor without the necessity of following the ordinary compensation procedures for professionals whose retention is subject to approval under section 327 of the Bankruptcy Code or whose compensation is subject to approval of the Court under sections 330 and 331 of the Bankruptcy Code. In connection with this expanded scope of services to include the Additional Services, the Debtor proposes to compensate Omni on the same terms as approved in the Original Retention Order. Specifically, the Debtor proposes to compensate

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Omni on a monthly basis for those services performed by Omni during the preceding calendar month, including Additional Services, on or after that date which is ten (10) calendar days following service of the relevant monthly invoice on each of: (i) the Debtor, (ii) counsel for the Debtor, (iii) the Office of the United States Trustee, and (iv) counsel for any statutory creditors committee that has been appointed in this chapter 11 case (collectively, the Notice Parties). In the event that one or more of the Notice Parties objects to the invoice within the ten day period following service of a monthly invoice as provided for herein, the Debtor will pay Omni only the undisputed portion of the invoice, if any. If an objection to an invoice is made, the objecting party shall schedule a hearing before the Court to consider the disputed invoice or the disputed portion thereof, as applicable. The Debtor shall pay the disputed portion of any such invoice to Omni only upon authorization of the Court that such disputed portion, or a sub-portion thereof, shall be paid, following notice and hearing thereon. If any dispute arises between Omni and the Debtor with respect to fees and expenses, such dispute shall be presented to the Court for resolution. Relief Requested 11. By this supplemental application, the Debtor requests entry of an order, pursuant

to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016 and Local Rule 2014-1, expanding the scope of the employment and retention of Omni to include the Additional Services, nunc pro tunc to May 2, 2011, in accordance with the terms and conditions set forth in the Engagement Letter. Specifically, the Debtor requests approval,

pursuant to section 328(a) of the Bankruptcy Code, of the compensation procedures proposed in accordance with the Engagement Letter. Supporting Authority 12. The Debtor seeks to expand its retention of Omni with respect to the Additional

Services pursuant to sections 327(a) and 328(a) of the Bankruptcy Code. Specifically, the Debtor seeks approval of the compensation procedures proposed herein pursuant to section

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328(a) of the Bankruptcy Code, which provides, in relevant part, that the Debtors with the courts approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis . . . . 11 U.S.C. 328(a). Accordingly, section 328 of the Bankruptcy Code permits the compensation of professionals, including tax service providers, on flexible terms that reflect the nature of their services and market conditions. 13. Furthermore, the Bankruptcy Abuse Prevention and Consumer Protection Act of

2005 amended section 328(a) of the Bankruptcy Code as follows: The trustee, or a committee appointed under section 1102 of this title, with the courts approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. 11 U.S.C. 328(a) (emphasis added). This change makes clear that debtors are able to retain a professional on an hourly basis with bankruptcy court approval. 14. The Additional Services are necessary to the Debtors fulfillment of its duties

under Bankruptcy Code and Bankruptcy Rules and to the maximization of value of the Debtors estate for all parties in interest. Specifically, completion and filing of the Debtors schedules of assets and liabilities and statement of financial affairs, part of the Additional Services to be provided by Omni, are required pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule 1007. The Debtor has determined that employing Omni to assist it with this work will be the most cost effective way to complete its schedules of assets and liabilities and statement of financial affairs. The Debtor has drastically reduced its employee headcount in connection with the orderly liquidation of its inventory and winddown of its affairs. As the Debtors going out of business sales come to an end, the Debtor anticipates further reducing its employee headcount. As such, the Debtor requires outside assistance to complete the Additional Services for which it

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seeks to employ Omni. The Debtors only alternative to Omni would be to compensate CRG Partners Group, LLC, (CRG) the Debtors financial advisor, to complete the Additional Services. Omni is able to complete the Additional Services at a lower hourly rate than CRG. 15. The Additional Services will not duplicate the services that other professionals

will be providing to the Debtor in this cases. Indeed, the Debtor, Omni and the Debtors other professionals, including CRG, the Debtors financial advisor, will work together to assure that there is no duplication of services among the professionals in this case. Motion Practice 16. This supplemental application includes citations to the applicable rules and

statutory authorities upon which the relief requested herein is predicated, and a discussion of their application to this application. satisfies Local Rule 9013-1(a). Notice 17. The Debtor has provided notice of this supplemental application to: (a) the Office Accordingly, the Debtor submits that this application

of the United States Trustee for the Southern District of New York; (b) counsel to the Official Committee of Unsecured Creditors; (c) counsel to the Debtors prepetition senior secured lender; (d) counsel to the agent for the Debtors prepetition second lien lender; and (e) all those persons and entities that have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002 and the Local Bankruptcy Rules. In light of the nature of the relief requested, the Debtor respectfully submits that no further notice is necessary. WHEREFORE, for the reasons set forth herein, the Debtor respectfully requests that the Court (a) enter an order, substantially in the form attached hereto as Exhibit A, (i) authorizing the Debtor to expand the scope of the employment and retention of Omni to include the Additional Services, nunc pro tunc to May 2, 2011 and (ii) approving the compensation procedures in relation to such services under the Engagement Letter and (b) grant such other and further relief as is just and proper.

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Los Angeles, CA Dated: June 6, 2011

Respectfully submitted, Metropark USA, Inc.

/s/ Richard A. Hicks Richard A. Hicks Chief Financial Officer

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EXHIBIT A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor. 1 ---------------------------------------------------------------x : : : : : : : x

Chapter 11

Case No. 11-22866 (RDD)

ORDER EXPANDING THE SCOPE OF THE EMPLOYMENT AND RETENTION OF OMNI MANAGEMENT GROUP LLC TO INCLUDE SERVICES WITH RESPECT TO PREPARATION OF THE DEBTORS SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS Upon the supplemental application (the Supplemental Application) of the abovecaptioned debtor and debtor in possession (the Debtor) for and order authorizing the Debtor to expand the scope of employment and retention of Omni Management Group LLC (Omni) to provide services with respect to the preparation of the Debtors schedules of assets and liabilities and statement of financial affairs as set forth in the engagement agreement (the Engagement Letter) dated as of April 28, 2011, a copy of which is attached hereto as Exhibit A, nunc pro tunc to May 2, 2011, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016 and Rules 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules); and the Court having jurisdiction to consider the Supplemental Application and the relief requested therein pursuant to 28 U.S.C. 157(b) and 1334; and consideration of the Supplemental Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; and the Court having reviewed the Supplemental Application and the Supplemental Declaration of Brian K. Osborne, a member of Omni (the Osborne Supplemental Declaration); and it appearing that relief requested is in the

The Debtors tax identification number is 81-0636659.

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best interests of the Debtors estate, its creditors and other parties in interest; and the Court being satisfied that (a) Omni neither holds nor represents any interest adverse to the Debtors estate, and (b) Omni is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and notice of the Supplemental Application appearing to be adequate and appropriate under the circumstances; and any objections to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is ORDERED that: 1. The Supplemental Application is granted to the extent set forth herein, nunc pro

tunc to May 2, 2009. 2. The Debtor is authorized pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code to expand the scope of employment and retention of Omni Management to provide services with respect to the preparation of the Debtors schedules of assets and liabilities and statement of financial affairs as set forth in the Engagement Letter and the Supplemental Application. 3. Omni is authorized to render those additional professional services to the Debtor

as described in the Engagement Letter and the Supplemental Application. 4. The Debtor is authorized to compensate Omni on a monthly basis and without

further order of the Court for those services performed by Omni on account of any Additional Services2 during the preceding calendar month, on or after that date which is ten (10) calendar days following service of the relevant monthly invoice on each of: (i) the Debtor, (ii) counsel for the Debtor, (iii) the Office of the United States Trustee, and (iv) counsel for any statutory creditors committee that has been appointed in this chapter 11 case (collectively, the Notice Parties). In the event that one or more of the Notice Parties objects to the invoice within the ten day period following service of a monthly invoice as provided for herein, the Debtor will pay
2

Capitalized terms not specifically defined herein shall have the meanings given to them in the Supplemental Application.

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Omni only the undisputed portion of the invoice, if any. If an objection to an invoice is made, the objecting party shall schedule a hearing before the Court to consider the disputed invoice or the disputed portion thereof, as applicable. The Debtor shall pay the disputed portion of any such invoice to Omni only upon authorization of the Court that such disputed portion, or a sub-portion thereof, shall be paid, following notice and hearing thereon. If any dispute arises between Omni and the Debtor with respect to fees and expenses, such dispute shall be presented to the Court for resolution. 6. If any additional engagement letter, supplemental declarations or affidavits are

filed and served after the entry of this Order, absent any objections filed within twenty (20) days after the filing and service of such letters, supplemental declarations or affidavits, Omnis employment shall continue as authorized pursuant to this Order and shall include such services described in any additional engagement letter. 7. Ten business days notice must be provided by Omni to the Debtor, the United

States Trustee and any official committee prior to any increases in the rates set forth in the Engagement Letter, and such notice must be filed with the Court. 8. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Supplemental Application. 9. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. White Plains, New York Date: June __, 2011 Honorable Robert D. Drain United States Bankruptcy Judge

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EXHIBIT 1 Engagement Letter

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EXHIBIT B Osborne Supplemental Declaration

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor. 1 ---------------------------------------------------------------x : : : : : : : x

Chapter 11

Case No. 11-22866 (RDD)

SUPPLEMENTAL DECLARATION OF BRIAN K. OSBORNE IN SUPPORT OF THE SUPPLEMENTAL APPLICATION OF THE DEBTOR FOR ORDER EXPANDING THE SCOPE OF EMPLOYMENT AND RETENTION OF OMNI MANAGEMENT GROUP LLC TO INCLUDE SERVICES WITH RESPECT TO PREPARATION OF THE DEBTORS SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS I, Brian K. Osborne, hereby declare that the following is true and correct to the best of my knowledge, information, and belief: 1. I am a Member of Omni Management Group, LLC (Omni) and I am

authorized to submit this Declaration on behalf of Omni. I submit this Declaration in Support of the Supplemental Application of the Debtor For Order Expanding the Scope of Employment and retention of Omni Management Group LLC to Include Services With Respect to Preparation of the Debtors Schedules of Assets and Liabilities and Statement of Financial Affairs (the Supplemental Application).2 Except as otherwise noted, I have personal knowledge of the matters set forth herein. 2. Omni specializes in providing claims management and data processing

services to chapter 11 debtors in connection with noticing, claims processing, claims reconciliation, and distribution and ballot tabulation. Omni also specializes and has expertise in serving as outside claims agent to the United States Bankruptcy Court with respect to all
1 2

The Debtors tax identification number is 81-0636659. Capitalized terms used herein by not defined herein shall have the meaning ascribed to such terms in the Application.

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aspects of claims administration, including docketing and storage of claims, maintenance of claims registers, and related noticing services. 3. Omni has been retained as claims and noticing agent in this case (the

Claims and Noticing Agent) pursuant to an Order of this Court entered on May 9, 2011 (Doc. No. 61) for certain claims and noticing services pursuant to 11 U.S.C. 156(c). By the

Supplemental Application, the Debtor seeks to retain and employ Omni to complete additional services (the Additional Services) which may include the following: (a) Assist the Debtor in filing its Schedules of Assets and Liabilities, Schedules of Executory Contracts and Unexpired Leases, and Statements of Financial Affairs; and Create and maintain a public access website setting forth pertinent case information.

(b) 4.

Omni has conducted a conflicts analysis and, to the best of its knowledge,

Omni neither holds nor represents an interest adverse to the Debtors estate nor has a connection to the Debtor, its creditors or their related parties with respect to any matter for which Omni will be employed. Omni may have relationships with certain of the Debtors

creditors as vendors or in connection with cases in which Omni serves or has served in a neutral capacity as claims and noticing agent for another chapter 11 debtor. To the best of my knowledge, such relationships are completely unrelated to this chapter 11 case. In addition, Omni personnel may have relationships with some of the Debtors creditors or other parties in interest. However, to the best of my knowledge, such relationships, to the extent they exist, are of a personal financial nature and completely unrelated to this chapter 11 case. Omni has and will continue to represent clients in matters unrelated to this chapter 11 case. In addition, Omni has had and will continue to have relationships in the ordinary course of its business with certain vendors, professionals and other parties in interest that may be involved in the Debtors case in matters unrelated to this case.

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5.

To the best of my knowledge, Omni is a disinterested person as that

term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, in that its members and employees (a) (b) 6. are not creditors, equity security holders or insiders of the Debtor; and are not and were not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the Debtor.

On behalf of Omni, I hereby represent that (a) Omni, in its capacity as Claims and Noticing Agent, is not and will not be employed by the U.S. government or any federal agency (collectively, the Government) and will not seek any compensation from the Government; By accepting employment in this chapter 11 case, Omni waives any right to receive compensation from the Government; In its capacity as Claims and Noticing Agent, Omni is not an agent of the Government and is not acting on behalf of the Government; Omni will not misrepresent any fact to the public; and Omni will not employ any past or present employees of the Debtor in connection with its work as the Claims and Noticing Agent in this chapter 11 case.

(b) (c) (d) (e)

7.

Omni has assisted and advised numerous chapter 11 debtors in

connection with noticing, claims administration and reconciliation, and the administration of plan votes. Omni has provided identical or substantially similar services in other chapter 11 cases, including: Innkeepers USA Trust, Mervyns Holdings, Refco, Inc., Monaco Coach Corporation; Robbins Bros.; WL Homes, LLC; eToys Direct 1, LLC; Three As Holding; Owens Corning; Maxide Acquisition, Inc.; Peregrine Systems, Inc.; Service Merchandise Company; Federal Employees Distributing Company, d/b/a Fedco., Inc.; The Singer Company; Incomnet Communications, Inc.; Pacific Gas & Electric; Advanced Environmental; and Sabratek Corporation, among others.

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8.

Accordingly, I believe Omni is well qualified to provide the Additional

Services for which the Debtor seeks to retain Omni as described in the Supplemental Application and herein. 9. As compensation for its services, Omni will charge the rates set forth in

the pricing schedule attached to the Engagement Letter. These rates are comparable to those charged by other providers of similar services and they are at least as favorable as the rates Omni charges to other chapter 11 debtors for similar services. Executed on this 6th day of June 2011.

/s/ Brian K. Osborne Brian K. Osborne

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